BRITISH MOTOR CAR COMPANY (1939) LTD.
Vs.
M/S HINDUSTAN COMMERCIAL BANK LTD. SINCE HAS BEEN MERGED INTO PUNJAB NATIONAL BANK AND ANOTHER
( Before : Sanjay Karol and Nongmeikapam Kotiswar Singh, JJ. )
Civil Appeal No. 5714 of 2012
Decided on : 09-07-2026
A. Delhi Rent Control Act, 1958 — Section 14(1)(b) — Subletting, assignment or parting with possession — Whether involuntary transfer pursuant to statutory scheme of bank amalgamation attracts the provision — Original tenant-bank (HCB) amalgamated with another bank (PNB) pursuant to a Scheme framed by RBI and notified by the Central Government under S. 45 of the Banking Regulation Act, 1949 — Consequent thereto, HCB ceased to exist and all its rights, including tenancy rights in the demised premises, vested in PNB, which came into possession without the landlord's written consent — Held, S. 14(1)(b) is of wide amplitude, covering subletting, assignment, and "any other mode" by which possession is parted with, and does not distinguish between voluntary and involuntary transfers — Once the twin ingredients — transfer of tenancy rights/possession, and absence of the landlord's written consent — are satisfied, the provision is attracted irrespective of the reasons necessitating the transfer — Contention that a statutory amalgamation stands outside the mischief of the provision, rejected — (Paras 7, 12 to 15 and 21)
B. Banking Regulation Act, 1949 — Section 45 — Scheme of amalgamation framed by Reserve Bank of India — Nature: administrative, not legislative — Held, a scheme framed under S. 45 of the BR Act and sanctioned by the Central Government does not acquire the status of a legislative enactment merely because it is required to be laid before both Houses of Parliament — Distinguished from a scheme framed under S. 9 of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980, which is legislative in character since Parliament retains power to modify or reject it before it takes effect — Consequently, a S. 45 scheme cannot override or exclude the operation of a special statute such as S. 14(1)(b) of the Delhi Rent Control Act, 1958 — (Paras 16 to 20)
C. Delhi Rent Control Act, 1958 — Section 14(1)(b) — Companies Act — "Amalgamation" — Effect on tenancy rights of a company-tenant — Amalgamation denotes the fusion of two or more companies into one, whether by merger or by one taking over the other; on amalgamation, the transferor company ceases to exist and its rights and liabilities pass to the transferee under the scheme — Held, this loss of separate corporate identity by the original tenant, coupled with vesting of tenancy rights and possession in the transferee without the landlord's written consent, squarely constitutes "parting with possession" within the meaning of S. 14(1)(b), regardless of whether the amalgamation was voluntary (as under Ss. 391/394 of the Companies Act, 1956) or effected pursuant to a banking-sector regulatory scheme — (Paras 9, 10 and 14)
D. Delhi Rent Control Act, 1958 — Section 14(1)(b) — Precedents distinguished — Statutory tenancy under Esso Acquisition Act inapposite — Decisions holding that vesting of tenancy rights in the Central Government under Ss. 5 and 7 of the Esso (Acquisition of Undertakings in India) Act, 1974 created a statutory tenancy, held inapplicable, since those provisions expressly and legislatively vested tenancy rights, unlike an administrative scheme under S. 45 of the BR Act — High Court's reliance on a decision arising from amalgamation under S. 9 of the Acquisition Act, 1980 (a legislative scheme) held misplaced, that provision being materially different from S. 45 of the BR Act — (Paras 18 and 20)
